Debt Proceeds. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in Section 4.4(b)(vii) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any incurrence of Debt (excluding Debt permitted pursuant to Section 11.1) by the Borrower or any of its Restricted Subsidiaries. Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction.
Debt Proceeds. The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in SECTION 2.06(e)(vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any incurrence of Indebtedness by any Loan Party permitted pursuant to SECTION 8.03(o). Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction.
Debt Proceeds. Upon the issuance of any Debt (other than Debt permitted to be incurred pursuant to Section 5.02(b)), the Borrower shall prepay an aggregate principal amount of the Loans in an aggregate amount equal to the Net Cash Proceeds thereof. Each such prepayment of the Loans shall be applied (i) to the scheduled principal payments of the Loans in inverse order of maturity in respect of each Facility and (ii) first, to the prepayment of Term A Loans in full in Cash, including the principal amount due on the Maturity Date and second, to the prepayment of Term B Loans in full in Cash, including the principal amount due on the Maturity Date.
Debt Proceeds. (a) The Company shall ensure that, subject to Clause 7.7 (Application of prepayments), an aggregate amount equal to any Debt Proceeds is immediately applied in mandatory repayment and cancellation of the Facility in accordance with Clause 7.7 (Application of prepayments).
(b) Paragraph (a) above shall not apply to Debt Proceeds received by the Company or any other member of the Group under:
(i) debt capital markets issues by a member of the Group (other than the Company) the proceeds of which are used in full to repay or refinance Financial Indebtedness existing on the Signing Date under the Euro Notes or the USD Notes in a maximum aggregate amount (taken together with any other such repayment or refinancing since the Signing Date) not exceeding the aggregate of USD 500,000,000 and Euro 500,000,000 (or in their equivalent in another currency or currencies);
(ii) commercial paper issued by a member of the Group (other than the Company) for its working capital purposes in relation to its day-to-day operations;
(iii) local liquidity facilities specified in the Local Facilities List entered into by a member of the Group (other than the Company) existing as at the Signing Date and which are permitted pursuant to Clause 20.7 (Subsidiary indebtedness) and Clause 20.8 (Company indebtedness) (and any refinancing of such facilities for the same or a lesser amount, excluding any fees paid to the lenders in respect of such refinancing) up to the amount specified in the Local Facilities List;
(iv) new local liquidity facilities entered into by a member of the Group (other than the Company) after the Signing Date and which are permitted pursuant to Clause 20.7 (Subsidiary indebtedness) and Clause 20.8 (Company indebtedness) for specified purposes from time to time agreed between the Company and the Majority Lenders in a maximum aggregate amount not exceeding €100,000,000 (or its equivalent in another currency or currencies) (and any refinancing of such facilities for the same or a lesser amount, excluding any fees paid to the lenders in respect of such refinancing); or
(v) this Agreement or the other Facility Agreements in the agreed form on the Signing Date.
(c) For the purposes of this Agreement, “Debt Proceeds” means any amounts received or recovered by the Company or any member of the Group (other than from any other member of the Group) by way of the incurrence of, issue or subscription for or other acquisition of any debt capital market issues by the Company or an...
Debt Proceeds. The Borrower shall make mandatory principal prepayments of the Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in Section 4.4(b)(v) below in amounts equal to one hundred percent (100%) of:
(A) the aggregate Net Cash Proceeds from any incurrence of Permitted Senior Notes permitted pursuant to Section 11.1(o); and
(B) the aggregate Net Cash Proceeds in excess of $1,000,000 in the aggregate during any Fiscal Year from any incurrence of Debt by the Borrower or any of its Restricted Subsidiaries not otherwise permitted pursuant to Section 11.1. Any such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction.
Debt Proceeds. The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in Section 4.4(b)(vi) in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any incurrence by the Borrower or any of its Restricted Subsidiaries of Debt, excluding:
(A) The Debt issued pursuant to the Permitted Debt Issuance, solely to the extent the proceeds thereof are used on the Closing Date to consummate the ESSI Merger and costs associated therewith;
(B) Permitted Subordinated Debt, other than Subordinated Debt issued pursuant to the Permitted Debt Issuance, solely to the extent the proceeds thereof are used within ninety (90) days (such ninety (90) day period, the “Hold Period”) after receipt thereof to consummate a proposed acquisition and costs associated therewith so long as such proposed acquisition (a “Designated Acquisition”) (I) constitutes a Permitted Acquisition at the time of the closing thereof and (II) is identified in writing to the Administrative Agent on or prior to the issuance date of such Debt; provided, that any excess proceeds not so used to consummate a Permitted Acquisition or to fund a Permitted Escrow Redemption shall be applied as a mandatory prepayment as set forth in this Section 4.4(b)(i); and
(C) senior unsecured Debt incurred in accordance with Section 11.1(m)(ii), solely to the extent the proceeds thereof are used within the Hold Period to consummate a proposed acquisition and costs associated therewith so long as such proposed acquisition is a Designated Acquisition; provided, that any excess proceeds not so used to consummate a Permitted Acquisition or to fund a Permitted Escrow Redemption shall be applied as a mandatory prepayment as set forth in this Section 4.4(b)(i); and
(D) other Debt permitted pursuant to Section 11.1, other than Debt permitted by:
(1) Section 11.1(j), to the extent that the proceeds are not used (x) in accordance with Section 4.4(b)(i)(B) above, (y) to refinance existing Permitted Subordinated Debt or (z) to refinance existing senior unsecured Debt previously incurred in accordance with Section 11.1(m), or
(2) Section 11.1(m), to the extent that the proceeds are not used (x) in accordance with Section 4.4(b)(i)(C) above or (y) to refinance existing senior unsecured Debt previously incurred in accordance with Section 11.1(m). Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (This provisio...
Debt Proceeds. 100% of the net cash proceeds of issuances of debt obligations of the Borrower and its subsidiaries after the Closing Date (excluding debt permitted under the Second Lien Loan Documents, but including Refinancing Facilities). Each Second Lien Lender will have the right to reject its pro rata share of any mandatory prepayment, in which case the amounts so rejected will be retained by the Borrower (with no obligation to repay such loans in the future). The documentation governing the First Lien Notes and the ABL Credit Facility shall permit mandatory prepayments under the Second Lien Facility with Declined Amounts (as defined below) regardless of whether any First Lien Notes or loans under the ABL Credit Facility are outstanding. Notwithstanding the foregoing, upon any event triggering a mandatory prepayment, such excess cash or proceeds shall first be applied to prepay the First Lien Notes or ABL Credit Facility pursuant to any mandatory prepayment provisions of the documents governing such debt and the Intercreditor Agreements in each case as in effect on the Closing Date; provided, that if any lender under the First Lien Notes or ABL Credit Facility declines any such mandatory prepayment required pursuant to the terms of the documents governing such debt and the Intercreditor Agreements in each case as in effect on the Closing Date, or such excess cash or proceeds is otherwise not applied to prepay the First Lien Notes or ABL Credit Facility (each a “Declined Amount”), then such Declined Amount shall be applied to prepay the Second Lien Facility in accordance with the foregoing mandatory prepayments provision.
Debt Proceeds. The Borrower shall prepay the Loans in the manner set forth in Section 4.5(b)(v) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any incurrence of Debt (other than Debt permitted under Section 12.1) by the Borrower or any of its Subsidiaries. Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction.
Debt Proceeds. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in Section 4.4(b)(vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any incurrence of Debt in excess of $500,000 in any Fiscal Year (other than Net Cash Proceeds from Debt permitted pursuant to this Agreement and Sections 11.1(c) through 11.1(i)) by the Borrower or any of its Subsidiaries. Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (This provision shall not be deemed to permit the incurrence of Debt not otherwise permitted pursuant to this Agreement.)
Debt Proceeds. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in Section 4.4(b)(vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any incurrence of Debt in excess of $500,000 in any Fiscal Year (other than Net Cash Proceeds from the Subordinated Notes or Debt permitted pursuant to Sections 11.1(c) through 11.1(i)) by the Borrower or any of its Restricted Subsidiaries. Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction.
